Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2024

REXFORD INDUSTRIAL REALTY, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-36008

46-2024407

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer Identification No.)


11620 Wilshire Boulevard, Suite 1000
Los Angeles
California						90025
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (310) 966-1680

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbols

Name of each exchange on which registered

Common Stock, $0.01 par value

REXR

New York Stock Exchange

5.875% Series B Cumulative Redeemable Preferred Stock

REXR-PB

New York Stock Exchange

5.625% Series C Cumulative Redeemable Preferred Stock

REXR-PC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 12, 2024, the Board of Directors (the “Board”) of Rexford Industrial Realty, Inc., a Maryland corporation (the “Company”), approved the appointment of Laura Clark, the Chief Financial Officer of the Company and Rexford Industrial Realty, L.P., a Maryland limited partnership (the “Operating Partnership”), to the position of Chief Operating Officer of the Corporation and the Operating Partnership, effective at such time as a new Chief Financial Officer of the Company and the Operating Partnership is appointed by the Board. The Company is in the process of searching for a successor Chief Financial Officer. Ms. Clark will continue to serve as the Chief Financial Officer until a new Chief Financial Officer commences such role, at which time Ms. Clark will assume the Chief Operating Officer role and assist with the transition.

There are no arrangements or understandings between Ms. Clark and any other persons pursuant to which she was appointed as Chief Operating Officer, no family relationships among any of the Company’s directors or executive officers and Ms. Clark, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on June 17, 2024, announcing the transition plan, a copy of which is attached to this Form 8-K as Exhibit 99.1.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of the Exchange Act, or otherwise subject to the liabilities of the Exchange Act, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
99.1						Press Release, dated June 17, 2024

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Rexford Industrial Realty, Inc.
Date: June 17, 2024	By:	/s/ Michael S. Frankel
		Michael S. Frankel Co-Chief Executive Officer (Principal Executive Officer)

Date: June 17, 2024	By:	/s/ Howard Schwimmer
		Howard Schwimmer Co-Chief Executive Officer (Principal Executive Officer)

Exhibit 99.1

Rexford Industrial Announces Leadership Transition Plans

Los Angeles – June 17, 2024 – Rexford Industrial Realty, Inc. (the “Company” or “Rexford Industrial”) (NYSE: REXR), a real estate investment trust focused on creating value by investing in and operating industrial properties located throughout infill Southern California, today announced that the Company has initiated a process to recruit a new Chief Financial Officer (CFO) and, upon the successful hire of a new CFO, to then elevate Laura Clark, the Company’s current CFO, to the newly-established role of Chief Operating Officer (COO). The Company has initiated an executive search effort through Russell Reynolds Associates to identify and appoint a new CFO.

“We’d like to thank Laura for her exemplary work and contributions throughout the Company as Rexford’s Chief Financial Officer. Laura’s elevation to the Chief Operating Officer position will represent an exciting, natural expansion of her role and company-wide impact,” stated Michael Frankel and Howard Schwimmer, Co-Chief Executive Officers of the Company. “With an unprecedented opportunity for growth and value-creation ahead to build upon Rexford Industrial’s focus on the nation’s largest, highest-demand and lowest-supply industrial market, the establishment of the Chief Operating Officer role will optimize the alignment and execution of our value-creation initiatives across the organization to maximize the quality and accretive nature of our long-term growth.”

Upon transition to COO, Ms. Clark will oversee the operational and growth segments of the Company including asset management, investments, development and construction, leasing, property management and marketing, among others.

“The role of COO at Rexford Industrial will enhance our ability to unite and execute upon our collective vision across all facets of our business to maximize value creation for shareholders through Rexford’s next phase of growth,” stated Ms. Clark.

About Rexford Industrial

Rexford Industrial creates value by investing in, operating and redeveloping industrial properties throughout infill Southern California, the world's fourth largest industrial market and consistently the highest-demand with lowest-supply major market in the nation. The Company’s highly differentiated strategy enables internal and external growth opportunities through its proprietary value creation and asset management capabilities. Rexford Industrial’s high-quality, irreplaceable portfolio comprises 422 properties with approximately 49.5 million rentable square feet occupied by a stable and diverse tenant base. Structured as a real estate investment trust (REIT) listed on the New York Stock Exchange under the ticker “REXR,” Rexford Industrial is an S&P MidCap 400 Index member. For more information, please visit www.rexfordindustrial.com.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. While forward-looking

statements reflect the Company's good faith beliefs, assumptions and expectations, they are not guarantees of future performance. For a further discussion of these and other factors that could cause the Company's future results to differ materially from any forward-looking statements, see the reports and other filings by the Company with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.

Contact:

Inquiries regarding Rexford Industrial’s CFO executive search should be directed to Debra Barbanel (deb.barbanel@russellreynolds.com), Global Co-Head of Real Estate at Russell Reynolds Associates.

Investorrelations@rexfordindustrial.com

Document and Entity Information Document	Jun. 12, 2024
Entity Information [Line Items]
Entity Central Index Key	0001571283
Amendment Flag	false
Document Type	8-K
Document Period End Date	Jun. 12, 2024
Entity Registrant Name	REXFORD INDUSTRIAL REALTY, INC.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-36008
Entity Tax Identification Number	46-2024407
Entity Address, Address Line One	11620 Wilshire Boulevard, Suite 1000
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90025
Local Phone Number	966-1680
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
City Area Code	310
Common Stock, $0.01 par value
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	REXR
Security Exchange Name	NYSE
5.875% Series B Cumulative Redeemable Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	5.875% Series B Cumulative Redeemable Preferred Stock
Trading Symbol	REXR-PB
Security Exchange Name	NYSE
5.625% Series C Cumulative Redeemable Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	5.625% Series C Cumulative Redeemable Preferred Stock
Trading Symbol	REXR-PC
Security Exchange Name	NYSE